STEPAN CO — Director's Dealing 2011

Sep 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-09-15

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-15	Common Stock	A	42.054	$72.19	Acquired	23698.295	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	578.004	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: Effective July 1, 2011, the Employee Stock Ownership Plan ("ESOP") merged with and into the Employee Stock Ownership Plan II ("ESOP II"). All shares previously held under ESOP and ESOP II are now reflected as indirect holdings under the ESOP II trust. The amount reported for ESOP II in column five consists of shares that were previously reported as direct holdings, but are now reported as indirect holdings. The amount reported for ESOP II in column five also includes 2.095 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.